Last Updated: June 29, 2025
Our general Terms of Service for our agreements are listed below. Clients will be notified ahead of any changes, and those changes will only take effect if agreed upon by both parties.
1. Severability
If All Digital Consulting fails to provide a Service, that is material in nature, under the MSA which is within All Digital Consulting’s reasonable control and provided that the deficiency is caused by All Digital Consulting, then Customer may provide to All Digital Consulting a written notice documenting the specifics of the deficiency within 24 hours of the failure to provide such Service. If said deficiency is not cured within thirty (30) days (or if the cure cannot be effected within thirty (30) days due to the nature of the deficiency, All Digital Consulting shall have a reasonable period of time to cure, provided that it commences within said thirty (30) day period of time and diligently carries such cure to completion), then Customer may deliver written notification of termination of this MSA.
2. Confidentiality
Customer acknowledges and agrees that (1) All Digital Consulting may access any information (including personal information) contained in Customer’s IT environment in connection with the performance of the Services, and Customer also may provide information (including personal information) to All Digital Consulting by telephone or otherwise; (2) Customer is authorized by law or otherwise to disclose the information to All Digital Consulting, and (3) All Digital Consulting will access Customer’s IT environment from the United States. Customer acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by All Digital Consulting or which comes to its attention during the course of business and provided under this MSA constitute valuable assets of, and confidential and/or proprietary to All Digital Consulting. This provision shall survive termination of this MSA and any other agreements between the Customer and All Digital Consulting for a period of two (2) years after termination.
3. Loss of Data & System Downtime
Customer understands and agrees that the Services, including installation or repair of components to any system, may cause data or software programs in your environment to be damaged, destroyed, or lost, whether it is a direct result or indirect result of any work performed on any systems within the environment during or after Services are completed. Customer also understands and agrees that Customer is responsible for backing up all data and software programs in any system before any work is set to commence and that ALL DIGITAL CONSULTING IS NOT RESPONSIBLE FOR LOSS OF DATA OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK arising out of the services or support or any act or omission, including negligence, by All Digital Consulting or a third-party
service provider.
4. Ownership of Intellectual Property Rights
All programming, copyrightable works, writings, drawings, designs, or other works created or developed by All Digital Consulting or its personnel during the performance of this MSA and delivered to the Customer shall become the property of the Customer. The Customer does not grant All Digital Consulting or its personnel any rights or licenses to the works delivered by it to the Customer under this MSA. All copyright, patent, trade secrets, and other intellectual property rights arising out of the works created or developed by All Digital Consulting or its personnel in performance of this MSA shall be the exclusive property of the Customer unless All Digital Consulting can market the intellectual property without disclosing confidential information of the customer.
5. Authorization to Maintain & Access Customer Devices
By purchasing the services under the MSA, Customer acknowledges that All Digital Consulting will access when necessary, connect to and manage Inventoried Equipment via remote technologies (except where prohibited by law).
In connection with these Services, All Digital Consulting may perform remote management activities without first contacting Customer. These activities include, but are not limited to: Updating or changing software drivers; Installing and applying software patches; Rebooting devices within maintenance windows; Deleting temporary files and clearing caches; Starting or restarting application services; Staging and executing scripts for automated maintenance routines; Network performance tuning; Transfer data associated with routine system tuning and upkeep between systems within a Customer’s network; and Identify, collect, and report on detailed data for devices on a network.
Notwithstanding the above, Customer is responsible for notifying All Digital Consulting of a restriction of remote access, connections or management activities related to any Inventoried Equipment. Restrictions may be limited to predefined permission profiles.
6. On-Site Support & Parts Availability
Customer must provide free, safe, and sufficient access to Customer’s facilities, including parking, ample working space, electricity, and high-speed internet access. Additional labor or parts costs may apply to supported non-All Digital Consulting devices subject to OEM support practices and level of customer warranty/service contract entitlement. Service parts may not be available for non-All Digital Consulting devices or may be available at additional costs.
7. Missed Service Visit
If Customer or Customer’s authorized representative is not at the location or available when the on-site technician arrives to perform Service, a subsequent visit by the on-site service technician will be scheduled at additional cost to the Customer.
8. Travel
In the event that a Customer’s issue cannot be adequately remediated via remote means and an on-site visit is required, a Trip Charge will be incurred for all service calls to the Customer’s location.
9. Third-Party Warranties
Services may require All Digital Consulting to access devices or software that are not manufactured by All Digital Consulting. Some manufacturers’ warranties may become void if All Digital Consulting or anyone else other than the manufacturer services these devices or software. It is Customer’s responsibility to ensure that All Digital Consulting’s performance of Services will not affect such warranties or, if it does, that the effect will be acceptable to Customer.
ALL DIGITAL CONSULTING IS NOT RESPONSIBLE FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE ALL DIGITAL CONSULTING SERVICES MAY HAVE ON THOSE WARRANTIES.
10. Independent Contractor
The parties to this agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have to power to bind the other or incur obligations on the other party’s behalf without the other party’s written consent.
11. No Hire
Customer agrees not to solicit directly or indirectly for hire the employees, contractors or subcontractors of the other party and further agrees not to hire employees or contractors of the party. This restriction shall survive during the term of the MSA and for a period of twelve (12) months after the expiration or termination of the MSA. In the event the Customer violates this provision, the Customer shall immediately pay All Digital Consulting an amount equal to an employment placement fee of three hundred (300) times the last hourly rate billed to the Customer for said employee immediately due to All Digital Consulting as liquidated damages and All Digital Consulting shall have the option to terminate the MSA without further notice or liability to the Customer. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs All Digital Consulting would incur to identify, recruit, hire, and train suitable replacements for such personnel.
12. Non-Competition
Customer shall not (1) reverse engineer any software provided under this MSA in an effort to produce a competitive product and/or (2) directly or indirectly contact vendors, service providers, contractors, software companies, or similar third parties to obtain products and services which All Digital Consulting provides pursuant to this MSA.
13. Credit Check
Customer authorizes All Digital Consulting or its authorized representative to conduct a confidential credit inquiry on Customer’s financial responsibility and creditworthiness at any time during the term of this MSA.
14. Assignment & Transferability
All Digital Consulting may assign these Services and/or Service Description in whole or in part to qualified third party service providers, also known as subcontractors. This Service is not transferable by Customer.
15. Cancellation Period & Early Termination Fee
Cancellation by Customer prior to the full term of the MSA (“Early Termination”) will result in a fee equal to the value of the monthly service fee provided times three (3). Upon Early Termination, All Digital Consulting will invoice Customer the Early Termination fee.
Customer accepts responsibility to remove monitoring software within 14 days of All Digital Consulting receiving written notice, in the event the Customer chooses not to engage in the MSA with All Digital Consulting.
All Digital Consulting shall have the right to terminate this MSA without notice under any of the following conditions: (1) Customer has been declared insolvent or bankrupt or a trustee in bankruptcy or a receiver or similar entity is appointed on Customer’s behalf, and (2) the Customer does not pay All Digital Consulting within thirty (30) days from receipt of All Digital Consulting’s invoice and/or otherwise materially breaches this MSA.
If All Digital Consulting cancels this Service, All Digital Consulting may provide Customer notice of cancellation at the notice address provided by Customer below or by email at the primary email contact address provided by Customer, and Customer shall not be entitled to a refund of fees paid or due to All Digital Consulting.
Upon termination, each and every invoice that is due or will be due within the Term or Renewal Term as the case may be shall become accelerated and automatically due and payable, together with a late fee equal to 1.5% per month or the maximum rate allowable, whichever is greater. Customer agrees to pay All Digital Consulting’s cost and expenses of collecting any amounts due and owing under this MSA, including the maximum attorney’s fees permitted by law. All hardware and/or software installed by All Digital Consulting or its subcontractors shall be delivered to All Digital Consulting in its sole discretion.
16. Commercially Reasonable Limits to Scope of Service
All Digital Consulting may determine that a support issue is beyond the scope of this Service, in which case All Digital Consulting may refer Customer to an alternative resource or, at Customer’s discretion, to a third party for resolution. In such case, additional costs may apply.
17. Disclaimer of Warranties
All Digital Consulting makes no warranties of any kind, whether express or implied, including but not limited to, any implied warranties of merchantability and fitness for a particular purpose. All Digital Consulting makes no representation, warranty or covenant concerning the capabilities or performance of any personnel or service that All Digital Consulting might provide to the Customer in connection with delivery or implementation of the All Digital Consulting MSA. Hardware and software may be subject to a manufacturer’s warranty.
18. Limitation of Liability
Neither Customer, All Digital Consulting, nor All Digital Consulting’s subcontractors will be liable for any incidental, indirect, special or consequential damages arising out of or in connection with the services provided by All Digital Consulting even if a party has been advised of the possibility of such damages. All Digital Consulting shall not have liability for (1) loss of income, profit, or savings, whether direct or indirect, (2) lost or corrupted data or software, or (3) products not being available for use. Except for claims that the services (excluding third party products) caused bodily injury (including death) due to All Digital Consulting’s negligence or willful misconduct, All Digital Consulting’s and All Digital Consulting’s subcontractor’s total liability arising out of, or in connection with, any services purchased pursuant to this MSA shall not exceed in the aggregate the amounts paid by Customer for the specific service(s) giving rise to such claim during the prior twelve (12) month period.
19. Disputes, Governing Law, and Arbitration
Illinois law, without regard to conflict of laws principles, shall govern and enforce any and all contracts and
agreements between the parties. Venue for any legal action between the parties shall take place in Will
County, Illinois, and Customer waives any objection to personal jurisdiction of that court or to that venue based on forum non convenience. The foregoing choice of law and venue are to the exclusion of any other law or forum.
20. Amendment
Any waiver, modification, or amendment of any provision of this MSA will be effective only if in writing and signed by both parties.
21. Waiver and Severability
Waiver or failure by either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right thereunder. If any provision herein is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of the provisions shall continue in full force and effect.
22. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation hereunder (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of
license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
23. Notices and Reports
Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (1) upon receipt if by personal delivery; (2) upon receipt if sent by certified or registered US mail (return receipt requested); or (3) one day after it is sent if by next day delivery by a major commercial delivery service. All Digital Consulting, 3033 W Jefferson St Suite 201, Joliet, IL 60435.
24. Right to Substitute for Any Invalid or Unenforceable Provision
The invalidity or unenforceability of any provision of the All Digital Consulting Managed Services Agreement shall not affect the validity or enforceability of the other provisions, and this MSA shall be construed in all respects as if such invalid and unenforceable provisions were omitted. All Digital Consulting and the Customer agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the invalid and unenforceable provision.
25. Suspension/Late Fees
Any invoice not paid by its due date shall be subject to a 1.5% per month (18% per annum) late fee. All Digital Consulting may in its sole discretion, suspend performance until payment is received and the account is brought current. All Digital Consulting may also suspend performance if the Customer is in default of payment under any other agreement with All Digital Consulting until such payment default is resolved.
26. Termination
All Digital Consulting shall have the right to terminate this Agreement without notice under any of the following conditions: (1) Client has been declared insolvent or bankrupt or a trustee in bankruptcy or a receiver or similar entity is appointed on Client’s behalf, and (2) the Client does not pay All Digital Consulting within fifteen (15) days from receipt of All Digital Consulting’s invoice and/or otherwise materially breaches this Agreement.
Upon termination, each and every invoice that is due or will be due within the Term or Renewal Term as the case may be, shall become accelerated and automatically due and payable, together with a late fee equal to $50 per invoice per month and interest of 1.5% per month or the maximum rate allowable, whichever is greater. Client agrees to pay All Digital Consulting’s cost and expenses of collecting any amounts due and owing under this Agreement, including the maximum attorney’s fees permitted by law. All hardware and/or software provided by All Digital Consulting or its subcontractors shall be delivered to All Digital Consulting in its sole discretion.